September 17, 1998



Waste Industries, Inc.
3949 Browning Place
Raleigh, North Carolina 27609

          Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-4 filed by Waste
Industries, Inc., a North Carolina corporation (the "Company"), with the
Securities and Exchange Commission on and on or about the date hereof (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of the Company's Common
Stock, no par value per share (the "Shares"). The Shares are to be issued in
exchanges as described in the Registration Statement. In our examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original of
all documents submitted to us as copies thereof.

     As our legal counsel, we have examined the proceedings taken, and are
familiar with the proceedings proposed to be taken, in connection with the sale
and issuance of the Shares.
               
     It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares when issued and sold in the manner referred to in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally and validly issued, fully
paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name whenever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.

                               Very truly yours,

                              /s/ WYRICK ROBBINS YATES & PONTON LLP